These Terms and Conditions apply to Merchants/Sellers/Service Requesters (as defined below) who have registered with Pathao as such and upon acceptance of these Terms have started to use Pathao Parcel Service (“Pathao Parcel” or the “Service” as defined below).

By using the Service, you (“Service Requester”) agree that you have read, understood, accepted, and agreed unconditionally with the terms of use as stated herein (the “Pathao Parcel Terms and Conditions”, or the “Terms and Conditions”, or the “Agreement”).

The Terms and Conditions stated herein constitute a legal agreement between you and Pathao Nepal Private Limited (“Pathao”, “Pathao Parcel” or the “Company”).

Pathao Nepal Private Limited is an information technology-enabled service company that provides parcel service support to the Merchant/Seller/Service Requester within the territory of Nepal with a robust infrastructure and superfast transportation system spread all over the country. It strives to ensure a flexible, less costly, and time-saving Delivery service to the last-mile consumers and thereby contribute to building a sustainable business ecosystem in Nepal.

By using the Pathao Merchant Dashboard Application (the “Application”) or Pathao website (collectively, the “Pathao Platform” or the “Platform”) for the purpose of offering or using Pathao Parcel (the “Service”), you hereby expressly acknowledge and agree to be bound by the Terms and Conditions (the “Terms and Conditions”), and any future amendments and additions to the Terms and Conditions as published from time to time.

Once agreed, your continued use of the Service, shall constitute your consent to and acceptance of the Terms and Conditions prospectively. You further agree to the representations made by yourself below.

Pathao Nepal Private Limited reserves the right to amend, modify, or update these Terms and Conditions at any time at its sole discretion. Any such amendment, modification, or update shall become effective upon prior notice being provided to the Merchant in accordance with Clause 14.

Once agreed, you are bound by these Terms and Conditions while availing of the Service. If You decide not to agree to these Terms and Conditions and wish to discontinue using the service, you must notify the Company at once. Terms of separation are detailed hereinunder in Clause 5 of this Agreement.

Pathao Nepal Private Limited and the Service Requester/Merchant/Seller are hereinafter referred to individually as a “Party” and jointly as the “Parties”.

1. DEFINITION

For the purpose of these Terms and Conditions, wherever the context so admits and requires, the following words shall have the following meanings:

1.1. “Parcel Service” or the “Service(s)” shall mean collecting the Deliverables from a specified location and securely carrying, transporting, and delivering the same to another specified location within the territory of Nepal as per the Service Request placed by the Service Requester, in exchange of Service Fee. It also includes the collection of payment Cash-on-Delivery from the Recipient/Customer on behalf of the Seller against an underlying statement issued by the Seller and transferring the collected amount to the bank/MFS(Wallet) account of the Seller after deduction of the Service Fee payable to Pathao. The Service also includes the Return of the Deliverables to the Service Requester where the Delivery has failed due to the Customer not accepting delivery or could not be reached after the required attempts have been made.

1.2. “Customer/End Customer/Recipient” shall mean the ultimate recipient of any Deliverables to be delivered by Pathao under a Service Request from the registered Service Requester and from whom the price of Deliverables shall be collected by the Delivery Agent where applicable.

1.3. “Delivery” shall mean the act of carrying or transporting Deliverables to the Drop-off Location specified by the Service Requester in a Service Request.

1.4. “Deliverables” shall mean any document/product/parcel/goods specified in any Service Request to be delivered from one location to another by means of carrying and transportation and are permitted to be carried and transported under the law of Nepal.

1.5. “Delivery Agent/Agent” shall mean the personnel designated by Pathao for conducting the Service under this Agreement including Pick-up, Delivery, etc.

1.6. “Drop-off Time” shall mean the timeline of delivering the Deliverables by Pathao to the Drop-off Location.

1.7. “Drop-off Location” shall mean the drop-off location specified in Service Request by the Service Requester whereto the Deliverables are to be delivered by Pathao.

1.8. “Failed/Canceled Delivery” shall mean a Delivery attempt is made by the Delivery Agent and the Customer is unwilling or declines to receive the Deliverables as it is or it is found that the contact information of the Customer given in the Service Request is wrong or the Customer remains unavailable after various attempts by the Delivery Agent or the Order is canceled by the Service Requester or Customer at a stage when the Delivery Agent is already on the way to the Drop-off Location.

1.9. “Package/Packaging” shall mean any container or wrapper used for enclosing or containing any Deliverables for Delivery that is safe, proper, and adequate to withstand normal transportation and environmental hazards.

1.10. “Pick-up” shall mean the collection of Deliverables from the Pick-up Location specified in the Service Request by the Service Requester.

1.11. “Pick-up Location” shall mean the pick-up location specified in the Service Request by the Service Requester wherefrom the Deliverables are to be collected by Pathao.

1.12. “Pick-up Time” shall mean the timeframe for collecting the Deliverables by Pathao from the Pick-up Location.

1.13. “Return” shall mean the return of the Deliverables to the Service Requester due to Failed/Canceled Delivery as detailed in Clauses 3.34, 3.35 and 3.36 of this Agreement.

1.14. “Service Fee” means the charges payable for services provided by Pathao, including, where applicable, delivery charges for shipments within and outside the Kathmandu Valley, Cash on Delivery (COD) handling fees, reverse pickup charges, dimension-based surcharges, return charges, and any other fees notified by Pathao from time to time.

1.15. “Service Fee Realization Model 1/SFRM 1” shall mean the collection of Service Fee by Pathao where the Delivery Agent collects cash from the Customer upon Delivery of the Deliverables as per the statement issued by the Service Requester and the cash collected on a specific day is transferred/deposited to the Bank or MFS(Wallet) account of the Service Requester by Pathao after deducting the Service Fee of Pathao as specified in Clauses 3.26, 3.27, 3.28, 3.29 and 3.30.

1.16. “Service Fee Realization Model 2/SFRM 2” shall mean the collection of Service Fee where the Service Fee in consideration of the Service rendered by Pathao will be paid by the Service Requester within 15 (Fifteen) days from the date of statement issued by Pathao as specified in Clauses 3.31 and 3.32. Additional service level agreement will be required for the eligible Service Requester to opt for this model.

1.17. “Service Request/Order” shall mean an order duly placed by the Service Requester requiring Service from Pathao under this Agreement which includes the specifications of the Deliverables, contact details of the End Customer, Pick-up Location, and Drop-off Location.

1.18. “Service Requester” shall mean an individual or entity, interchangeably referred to as “Merchant” or “Seller”, who has registered as such on Pathao Parcel Platform, sells their products online or offline and requires delivery service from Pathao Parcel to transport their sold products to the buyer/customer.

1.19. “Service Request Panel/Merchant Panel/Panel” shall mean an online platform/interface/dashboard provided by Pathao through which registered Merchants can make Pick-up and Delivery Service Requests for their product/parcel/document/goods efficiently.

1.20. “Successful Delivery” shall mean successful completion of Service under any Service Request where Delivery Attempt is made by the Delivery Agent and the End Customer/Recipient receives the Deliverables and confirms successful Delivery by Pathao.

1.21. “Terms and Conditions/Agreement” shall mean this Agreement or Terms and Conditions and include all further amendments and annexures thereto.

2. SCOPE OF THE SERVICE

The Parcel Services offered by Pathao will include regular Pick-up of the Deliverables from the Service Requester/Merchant, on-time Delivery to the End Customer, Return of the Deliverables to the Merchant in case of Failed or Canceled Delivery, Cash Collection upon Delivery from the End Customer on behalf of the Merchant (COD) and next-day payment to the Merchant after deducting the Service Fee from the COD collected. The Service will cover both Business-to-Business (B2B) and Business-to-Customer (B2C) services.

3. SERVICE STEPS

Service Steps are hereby stipulated as follows:

1. Service Requester Registration Process
2. Service Request by the Service Requester
3. Pick up of Deliverables from the Service Requester
4. Delivery to Recipient/Customer
5. Cash on Delivery (COD) Collection from the Recipient/Customer
6. Payment to the Service Requester
7. Return of Deliverables to the Service Requester due to Failed/Cancelled Delivery
8. Compensation for Lost or Damaged Deliverables.

A. Service Requester Registration Process

3.1. To avail of the Delivery and Logistics services of Pathao, interested Merchants must register themselves at the following link: https://merchant-np.pathaointernal.com/. By completing the registration process, the merchant confirms that they have reviewed, understood, and agreed to be bound by the applicable terms and conditions.

3.2. Any and all information provided by the Merchant at the time of registration is self-declaration and shall be binding on the Merchant. Pathao shall operate as per the information given to it by the Merchant. Pathao Nepal Private Limited shall not bear any responsibility nor shall be held accountable for wrong or misinformation provided by the Merchant at the time of registration or subsequent update of relevant information. Subsequent changes to account information can be made through Pathao call center support.

3.3. Merchants shall provide accurate bank/MFS(Wallet) account details to receive fund transfers from Pathao against cash collected from their product deliveries. Pathao will not verify bank/MFS(Wallet) account information given to it by the Merchant before disbursing payment when due. As long as Pathao makes fund disbursements as per the information given to it by the Merchant, Pathao shall not be held accountable for the loss of money due to wrong account information, non-payment, or delay due to bounce back.

3.4. You explicitly and unambiguously consent to the collection, storage, use, and transfer, in electronic or other forms, of your personal information as collected during the Registration Process or at any subsequent stages of the Service for the exclusive purpose of the smooth completion of the Service required by you. In connection with the collection, storage, transfer, and use of your personally identifiable information, Pathao complies with all applicable laws relating to data privacy in Nepal along with its Privacy Policy available at https://pathao.com/privacy. Pathao has commercially reasonable physical, technical, organizational, and administrative security measures and policies in place to protect all personal information collected by it or on its behalf from and against unauthorized access, use, and/or disclosure.

3.5. Merchants shall provide all information required for listing and maintaining its records in the Pathao Parcel application and dashboard, including the details specified in KYC, and service activation shall be subject to the Merchant’s complete fulfillment of the requirements set forth therein.

3.6. The Merchant shall manage all order-related activities, including transaction processing, shipment tracking, and support requests, exclusively through the Pathao Parcel dashboard. All support inquiries shall be submitted through the designated ticketing system, and the Merchant shall be responsible for regularly reviewing and verifying order statuses and updates on the platform.

3.7. Service Requesters/Merchants can reach out to their assigned Key Account Manager for any inquiry or call the Merchant Support helpline at 9802370663, 9802302357 or send their queries to [email protected].

B. Service Request by the Service Requester

3.8. A registered Service Requester shall have access to a Service Request Panel provided by Pathao through which they can place a Service Request under this Agreement.

3.9. The Service Request/Order for any Deliverables must include the item specifications (the type, size, number, weight, price, etc.), Recipient contact details, Pick-up Location, and Drop-off Location, specifying the handling instructions, Cash-on-Delivery Amount.

3.10. Pick-up Location of any Deliverables under this Agreement shall be as specified by the Service Requester in the Service Request.

3.11. The Drop-off Location of any Deliverables under this Agreement will be as specified by the Service Requester in the Service Request.

3.12. The Service Requester shall ensure that all Deliverables are packaged in accordance with applicable legal requirements and are safe, proper, and sufficiently secure to withstand normal transportation and environmental conditions. The Service Requester shall further ensure that all statements, invoices, and supporting documentation accompanying the Deliverables comply with the applicable Tax Invoice, Value Added Tax (VAT) laws and rates of the country. Any failure to comply with these requirements shall be the sole responsibility of the Service Requester.

3.13. The Service Requester shall comply with the Packaging and Handling Policy set out in Annex 1, including ensuring that all Deliverables are securely sealed, adequately protected with appropriate packaging materials, and affixed with clear and legible printed delivery tags. Any failure to comply with the Packaging Policy shall be the sole responsibility of the Service Requester.

3.14. The Service Requester shall ensure that the Deliverables inside the Package match the description of the Deliverables on the outer Packaging/documentation and that the information given including the value/price of the Deliverables and factual declaration made thereon is true, fair, and correct. Pathao will not be liable for any risk, expense, damage, loss, or transportation costs incurred thereon due to misinformation or disinformation provided and false declaration or misrepresentation made by the Service Requester and such actions on the part of the Service Requester shall constitute a material breach of this Agreement.

3.15. If a Service Requester is aware that any Pick-up/Drop-off Location may be unsafe for the Delivery Agent, it will be their duty to inform Pathao beforehand. Any failure, negligence, or omission in this regard will be considered as willful negligence on the part of the Service Requester as such the Service Requester shall be liable for any physical harm or damage, or financial loss incurred thereon by Pathao/Delivery Agent.

3.16. The Service Requester shall ensure that NO such deliverables will be included in the Service Request or handed over to the Delivery Agent of Pathao that are illegal, prohibited, restricted, infringing any third-party rights, or in violation of any law of the country and in any way, detrimental to public health, safety, and morality and against the public policy. The Service Requester acknowledges that Pathao does not inspect the contents of any parcel and agrees that any failure to comply with the applicable legal requirements shall be the sole responsibility of the Service Requester.

C. Pick up of Deliverables from the Service Requester

3.17. Upon receipt of any Service Request from the Service Requester, Pathao through its Delivery Agent will collect the Deliverables from the Pick-up Location mentioned in the Service Request.

3.18. The Merchant shall verify the identity of the authorized Pathao delivery personnel before handing over any parcel and shall not release parcels to any unauthorized individual.

3.19. The Service Requester shall ensure that all Deliverables are properly prepared, packaged, and ready for pickup at the scheduled time. Failure to do so may result in Pathao discarding the relevant Service Request/Order or charging the Service Requester a requisite or delay fee in addition to the applicable Service Fee. The Service Requester shall further ensure the timely handover of Deliverables, and Pathao personnel shall not be required to wait for more than thirty (30) minutes, except in exceptional circumstances. Pathao reserves the right to refuse or cancel a pickup where delays are excessive.

D. Delivery to Recipient/Customer

3.20. Subject to the service coverage areas specified in the Coverage Area section of the Merchant Panel, Pathao shall provide same-day delivery within the Kathmandu Valley for orders placed through the Pathao Parcel dashboard before 10:30 AM. Such orders shall be picked up at approximately 11:15 AM and delivered on the same day. Orders scheduled for next-day delivery shall be picked up between 2:00 PM and 8:00 PM. Deliveries to major cities outside the Kathmandu Valley shall generally be completed on the next day following order placement, while deliveries to other serviceable locations shall be completed within one hundred twenty (120) hours (i.e., two (2) to five (5) business days). All delivery timelines are indicative and subject to operational conditions, service availability, and the applicable coverage areas specified in the Merchant Panel.

3.21. In the event of any unexpected delay in delivering any Deliverables due to circumstances beyond its control, Pathao shall immediately inform the Service Requester of the delay and shall be guided by the instructions of the Service Requester as to the next course of action.

3.22. Pathao shall ensure 3 (three) attempts to deliver the Deliverables to the Customer. If the Customer fails to receive the Package within these three attempts, it will be considered a Failed Delivery and will be returned to the Service Requester without delay.

3.23. Pathao shall preserve the digital transaction log and shipment tracking that will be available as Proof of Delivery.

E. Cash Collection (COD) from the Recipient/Customer

3.24. During delivery of the Product, the Delivery Agent shall collect the product price in cash from the End Customer as per the statement issued by the Merchant/Seller and complete the delivery (COD Deliveries).

3.25. In some cases, where the Customer pays the Merchant in advance at the time of placing the order for the product and completes the financial transaction themselves. In those cases, the Delivery Agent shall only deliver the product and the statement to the Customer and complete the delivery (Non-COD Deliveries).

F. Payment to the Service Requester

3.26. As per SFRM 1, collected from Customers for COD Deliveries shall be subject to deduction of the Delivery Service Fee of Pathao before it is transferred to the bank or MFS account of the Merchant.

3.27. Service Fee payable by the Merchant for Non-COD Deliveries shall be adjusted against net cash payable to Merchant for COD Deliveries to the same Service Requester. Pathao will bill the Merchant, who must clear the payment within 7 days. Unpaid amounts will be deducted from the Merchant’s future settlements.

3.28. Pathao shall process and execute fund disbursements to the Merchant’s designated account through banking or Mobile Financial Service (MFS) channels within forty-eight (48) hours on each working day. Disbursements to bank accounts shall be made in accordance with applicable tax laws and the guidelines of Nepal Rastra Bank. In the event of a bank holiday, issues relating to the Merchant’s account, or circumstances arising from force majeure, the disbursement shall be processed on the next working day following the resolution of such impediment.

3.29. Merchant shall receive a Statement of Payment in their email account for every payment made to them by Pathao which will be issued on the day of disbursement and instructions sent to the bank/MFS Providers to execute fund transfers.

3.30. The Merchant acknowledges and agrees that Pathao Parcel shall not be held liable for ensuring compliance with Clause 81A of the Income Tax Act 2058, and that such compliance shall remain the sole responsibility of the Merchant.

3.31. As per SFRM 2, cash collected from Customers after product delivery shall be transferred to the bank/MFS account of the Merchant in full without deduction of the Service Fee of Pathao. Instead, Pathao shall issue a periodic statement to the Merchant to claim settlement of dues against Delivery Service Fees incurred by the Merchant. The Merchant must make payment to Pathao within the credit period stipulated in the statement. In case of delay or non-payment, additional fines and penalties shall be imposed and added to the outstanding amount and become payable by the Merchant. Pathao reserves the right to withhold and adjust outstanding payables by the Merchant against future COD Deliveries once the credit period of a statement expires and the Merchant fails to make payment to Pathao.

3.32. Additional Service Level Agreement between Pathao and the Merchant will be mandatory to opt for SFRM 2 and this model will be offered only to the Merchants with a regular and high volume of Deliveries and after a thorough business case analysis.

3.33. Either Party shall notify the other Party of any dispute, discrepancy, or disagreement relating to payments within sixty (60) days from the date of settlement. No claims or objections raised after such period shall be entertained, except in exceptional circumstances as may be mutually agreed upon by the Parties.

G. Return of Deliverables due to Failed/Cancelled Delivery

3.34. When a Delivery attempt is made by the Delivery Agent and the Customer is unwilling or declines to receive the Deliverables as it is or it is found that the contact information of the Customer given in the Service Request is wrong or the Customer remains unavailable after various attempts by the Delivery Agent or the Order is canceled by the Service Requester or Customer at a stage when the Delivery Agent is already on the way to the Drop-off Location, it will be deemed to be a Failed/Canceled Delivery.

3.35. In case of any such Failed/Canceled delivery, the Package will be returned to the Service Requester within approximately the same timeline as the initial product journey from pick-up to delivery attempt and the Service Requester shall be liable to pay Delivery as well as Return Service Fee to Pathao.

3.36. Since Packaging offered by the Merchant at the time of product handover to the Delivery Agent of Pathao usually covers only one delivery attempt journey to the Customer, multiple delivery attempts due to unavailability of the Customer or a return journey as a result of Failed Delivery may create additional stress to the product Packaging in the normal course of business. Pathao shall ensure packages are handled with care at all times but will not guarantee against nor be liable for any wear and tear as a result of poor Packaging by the Merchant or multiple delivery attempts to cater to the Customer’s needs or return of the product to the Merchant as a result of Failed Delivery.

3.37. In the event of an undelivered and canceled product, for Kathmandu valley product return will be made in 2-3 days and for outside valley product return will be 5-10 days depending on location.

3.38. The Merchant should claim their packages from Central Hub (Tinkune) within 3 months (maximum) from the date of pick up complete. Otherwise, Pathao Parcel will not be liable for the product.

H. Compensation for Lost or Damaged Deliverables

3.39. In the event of a loss or damage claim, Pathao Parcel shall conduct an investigation to assess the circumstances and determine liability. Compensation shall be payable only where Pathao Parcel is found to be responsible for the loss or damage. For approved damage claims, a fifteen percent (15%) Tax Deducted at Source (TDS) shall be deducted from the compensation amount prior to remittance to the Merchant’s registered bank account. Where the declared value of the product exceeds NPR 10,000, the Merchant shall bear sole responsibility for any amount exceeding the insurance coverage limit. No invoice or bill shall be required to be issued by the Merchant for the purpose of receiving such compensation.

3.40. Pathao reserves the right not to provide any compensation on incidents where the terms of this Agreement have been found violated by the Service Requester.

3.41. The compensation amount will be determined upon mutual discussion between the Parties and will not exceed the statement value or standard market price of the damaged or lost Deliverables or NPR 10,000 (ten thousand), whichever is lower. Pathao’s total liability to any Service Requester in respect of all losses incurred in connection with this Agreement, whether in contract, tort (including negligence, breach of statutory or other duty) or otherwise shall in no circumstances exceed the value of the Package or NPR 10,000 (ten thousand), whichever is lower.

3.42. Pathao Parcel provides insurance coverage for lost or damaged goods up to a maximum of NPR 10,000, subject to compliance with the applicable packaging requirements and accurate declaration of the item’s value. Fragile items are excluded from insurance coverage, and the Merchant shall be solely responsible for their packaging, handling, and any associated risks. To qualify for insurance coverage, the Merchant must clearly state the value of the product in the item description at the time of order placement.

3.43. Insurance coverage shall not apply to inadequately packaged items, fragile goods, or damages occurring to the contents of a parcel without external impact. Pathao Parcel shall not be liable for any internal damage to a product unless there is visible external damage to the parcel or its packaging.

3.44. Merchants must follow the following procedure for the Insurance Claim process.

1. Issue ticket to be raised from Pathao merchant dashboard with correct subject
2. Upload invoice, package images/video (if any)
3. Valid Tax Invoice of the product is Mandatory
4. The Pathao team validates and ensures all information is collected and inspected on the issue
5. The claim process is initiated & payment is processed within 7 (Seven) working days

4. SERVICE FEE

4.1. Pathao reserves the right to revise the Service Fee at any time at its sole discretion. Service Requesters are requested to check the updated chart of Service Fees before placing any Service Requests on the Service Request Panel.

4.2. Discounted pricing may apply on certain accounts up on mutual discussion and business case feasibility.

5. TERM AND TERMINATION

5.1. This Agreement shall deem to be effective from the date of electronic registration by the Service Requester on Pathao Parcel Platform as per part A of Clause 3 of this Agreement and thereby acceptance of these Terms and Conditions of use (Effective Date) and shall remain in force for 1 (one) year initially until and unless terminated by either party. After 1 (one) year the contract will automatically be renewed for a further 1 (one) year period and shall continue to do so until and unless terminated by either party.

5.2. Both the parties reserve the right to terminate this Agreement without assigning any reason whatsoever by serving 30 (thirty) days prior notice of termination to the other.

5.3. Without prejudice to any other rights or remedy it may have, either Party may terminate this Agreement with immediate effect upon providing written notice of termination to the other Party, in the event of the following circumstances:

1. Failure to pay any amount due under this Agreement in full within 05 (five) working days past the due date. Pathao may decide to transfer such a due account to the third-party debt recovery service company or recover any due amount through legal remedies.
2. Any Party is in breach of this Agreement and does not rectify the breach within 30 (thirty) days of notice by the non-breaching party; or
3. In the event that the other Party becomes bankrupt or insolvent, or goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation), or if an order is made or a resolution is passed for the winding up of the other Party, or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other Party’s assets or business, or if the other Party makes any composition.

5.4. In the event of termination of this Agreement by either party, the Service Requester shall be liable to return any and all documents which are the property of Pathao in its possession within 15 (fifteen) days of termination.

5.5. In the event of termination of this Agreement by either party, financial liabilities on either side become payable immediately at once. Both parties shall commit time and resources to reconcile outstanding balances and conduct settlements without delay.

5.6. Both Parties agree to mutually review the progress and status of services being rendered pursuant to this Agreement, keeping in mind the business viability, and will accordingly extend/update/modify the Agreement as required.

6. SEVERABILITY

If any of the provisions of this Agreement shall be held invalid or unenforceable by reason of the scope or duration thereof or for any other reason, such invalidity or unenforceability shall attach only to the particular aspect of such provision found invalid or unenforceable and shall not affect any other provision of this Agreement. To the fullest extent permitted by law, this Agreement shall be construed as if the scope or duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable.

7. CONFIDENTIALITY

7.1. This Agreement and related contents are confidential and neither party shall disclose the contents either in full or in part to any third party either in a hard or soft format without the prior written approval from the other party.

7.2. The parties covenant and agree to keep confidential and secret, whether stated to be confidential or not, all verbal and written communications and all other information that the parties came to know pursuant to the relationship created by this agreement.

7.3. The parties shall not use or disclose to any person, firm, corporation or other business entity any confidential information, and shall not in any other way publicly or privately disseminate any confidential information, and shall not help anyone else to do any of the foregoing.

7.4. In respect of any data provided to others, the receiving party of the confidential information shall return or destroy the data forthwith upon being required by the other party or immediately without request upon the expiry or termination of this agreement.

7.5. The liabilities of the parties under this confidentiality clause shall remain valid and effective beyond the termination of this agreement.

8. REPRESENTATION AND WARRANTIES

8.1. Each Party represents and warrants that it has all necessary statutory and regulatory permissions, approvals, permits, and license(s) for the running and the operation of its establishment and for the conduct of its business, more particularly, for performing its obligations under this Agreement;

8.2. Each Party represents and warrants in relation to the other Parties that:

1. The execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by it with any third party;
2. The execution of this Agreement and the performance of its obligations under this Agreement and implementation of terms and conditions contemplated hereby are not a violation of any statute, regulation, rule, order, decree, injunction, or any other restriction of any government agency or court of law or of any regulations authority to which it is subject or of any of the provisions of its’ constitutional documents.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. Nothing in this Agreement shall be deemed to confer any assignment or license of the intellectual property rights of any Party to the other Party and all the intellectual property rights of the parties shall remain the property of the respective parties.

9.2. All such intellectual property rights are the exclusive properties of the respective parties, and the other party is only permitted to use the intellectual property rights in the manner specified in this agreement or contained in the written instructions issued by the respective parties, or as agreed by the parties in writing.

9.3. The parties shall comply with all specific instructions from the other party and procedures pertaining to the intellectual property rights prescribed by the parties from time to time, and shall obtain written approval of the other party in the manner set out herein for all advertisements, publications and communications including or referring to the intellectual property rights.

10. INDEMNITY

10.1. Each Party (“Breaching Party”) shall at all times hereafter indemnify and keep the other Party (“Non-Breaching Party”) fully indemnified against all losses, damages, costs, charges, expenses, interests, and disbursements of any nature whatsoever arising out of third party claims, demands, actions or proceedings, which the Non-Breaching Party may pay, incur, suffer or sustain or be liable to pay, incur, suffer or sustain as a result or consequence, direct or indirect, of any breach or failure to perform any of the provisions of this Agreement by the Breaching Party or by its employees and/or representatives.

10.2. In addition to all remedies available in law and equity, any Party who breaches or attempts to breach this Agreement shall be liable to the other Party for any legal fees, costs, and any kind of financial liabilities incurred in the successful enforcement of this Agreement.

11. FORCE MAJEURE

11.1. The term ‘Force Majeure’ as employed herein shall include but is not limited to acts of God, acts of the public enemy, wars, riots, epidemics, pandemics, civil disturbances, change of law, and any other similar events, not within the control of either party and which by the exercise of due diligence neither party is able to overcome.

11.2. If either party is temporarily unable by reason of force majeure to meet any of its obligations under the Agreement, and if such party gives to the other party written notice of the event within fourteen (14) days after its occurrence, such obligations of the party shall be suspended as it is unable to perform by reason of the event as long as the inability continues for a maximum period of thirty (30) days.

11.3. Neither party shall be liable to the other party for loss or damage sustained by such other party arising from any event or delays arising from such event.

12. NON-EXCLUSIVITY

Terms of engagement under this contract shall be deemed non-exclusive in nature for both parties. This means Pathao can render similar services to other Merchants/Service Requesters and likewise, any Merchant registered with Pathao can avail of services similar to other Parcel companies in the market.

13. DISPUTE RESOLUTION AND GOVERNING LAW

13.1. In the event of any dispute arising out of or in connection with this Contract, the parties hereto shall consult and negotiate with each other in good faith to settle the dispute.

13.2. In the event the parties are unable to reach an amicable settlement within 30 (thirty) days of the first notice of a dispute being sent by one party to the other, such dispute shall be settled according to the applicable laws of Nepal.

13.3. This Contract shall be governed by and construed in accordance with The National Civil (Code) Act, 2017 under Part-5 of Provisions Relating to Contracts and Other Liabilities.

14. NOTICE AND COMMUNICATION

14.1. All notices, requests, or communications between the Parties under this Agreement shall be in writing and must be communicated via Email, Website, Pathao Merchant Dashboard, Fax or Post. Service Requesters can reach out to their assigned Key Account Manager for any inquiry or call Merchant Support helpline at 9802370663, 9802302357. Merchants can also send their queries to [email protected].

14.2. A written notice of 7 (seven) days shall be provided to the Merchant prior to any changes in the pricing of the Delivery Service Charges, Return Charges. This notice shall detail the specific adjustments to the pricing structure and ensure that the Merchant is adequately informed before the new pricing takes effect.

14.3. In the event that the Merchant fails to respond to the provided notice within the end of 7 (seven) days notice period then within 3 (three) working days, the terms of the Contract shall continue to apply as if the notice had been acknowledged.

14.4. Any notices so given shall be deemed to be received, if by registered mail within 7 (Seven) days of posting or if by hand delivery, facsimile or cable on the next day of dispatch.

14.5. Any lack of response does not invalidate or alter the existing agreement obligations and that the agreement remains in full force.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements, arrangements, negotiations, representations, and understandings, whether written or oral. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or competent authority, such provision shall be deemed severed to the extent necessary, and the remaining provisions of this Agreement shall remain in full force and effect.

ANNEX 1: PACKAGING AND HANDLING POLICY

• Merchants must bubble wrap or cushion items properly to protect them during transit.
• Pathao Parcel only accepts properly packaged items and will inspect parcels at pickup.
• Poor packaging refers to inadequate protection of parcels, which may result in product damage or loss during transit. Poor packaging will invalidate insurance claims and may result in rejected shipments. Poor packaging includes, but is not limited to, the following:
  • Use of weak materials: Packaging that lacks durability and fails to protect the contents during transit. Minimum packaging requirements include:
  • Carton boxes: Must be at least 5-ply thick to ensure structural integrity.
  • Plastic wrapping: Must be double-layered or adequately thick to prevent tearing.
  • Taping: Packages must be securely sealed with high-quality adhesive tape covering all openings.
  • Product containment: Items must be properly enclosed without any part protruding from the packaging.
  • Weight support: Packaging must be able to withstand the total weight of the parcel without collapsing or breaking.

Failure to meet these standards will be considered poor packaging and may result in rejected shipments or invalidated insurance claims.

SEALING STANDARDS

• Lack of proper cushioning: Inadequate or no use of protective materials such as bubble wrap, foam, air pockets, or packing peanuts, which help absorb shocks during transit. Fragile items must be wrapped in at least two layers of bubble wrap and placed in a sturdy box with appropriate cushioning to prevent movement. Items should not touch the walls of the packaging, ensuring sufficient padding from all sides.
• Improper sealing: Packages that are not adequately sealed using high-quality adhesive tape, leading to potential openings during handling and transit. Proper sealing requires all openings to be securely taped with industrial-grade packing tape, ensuring the package remains intact. Improper sealing includes:
  • Use of low-quality tape: Weak adhesives that may peel off during transportation.
  • Incomplete taping: Leaving gaps or partially taped areas that can cause accidental openings.
  • Inadequate reinforcement: Not reinforcing heavy or fragile packages with extra layers of tape.
  • Single-layer taping on fragile items: Fragile packages should be reinforced with multiple layers of tape to ensure security.

Failure to meet these sealing standards may result in package rejection or invalidation of insurance claims.

• Exposed items: Packages where the product is partially or fully visible due to poor wrapping, improper sealing, or inadequate packaging material. This includes:
  • Partially wrapped items: When the outer covering does not fully enclose the product, leaving parts of it exposed.
  • Transparent or weak wrapping: Using thin plastic or insufficient packaging that does not conceal or protect the product.
  • Torn or damaged packaging: When the packaging has holes, rips, or weak seams, making the product visible or vulnerable to damage.
  • Unsealed or loosely packed items: Packages that lack proper closure, leading to potential exposure of the contents during transit.

Exposed items are considered improperly packaged and may lead to delivery rejection or invalidate insurance claims.

• Loose or shifting contents: Items inside the package that are not properly secured can move during transit, increasing the risk of damage. Proper packaging should ensure that:
  • Internal cushioning: Items should be surrounded by foam, air pockets, or packing peanuts to minimize movement.
  • Dividers for multiple items: If shipping multiple items, use separators or individual compartments to prevent collision.
  • Tightly fitted packaging: The package should not have empty spaces, and the item should fit snugly inside without excessive room for shifting.
  • Weight distribution: Items should be evenly distributed inside the package to maintain balance and avoid tilting or damage.
  • Secured fragile items: Fragile products should be fixed with additional protective layers to prevent movement and breakage.

Failure to secure items properly can lead to damage, rejected shipments, or invalidation of insurance claims.

• Improper carton box use: Using an unsuitable carton box that fails to provide adequate protection during transit. This includes:
  • Oversized boxes: Placing small or lightweight items in excessively large boxes without proper fillers, leading to movement and potential damage.
  • Weak or low-quality boxes: Using boxes with a thickness of less than 5-ply, which may collapse under pressure or fail to protect fragile contents.
  • No additional padding: Not using bubble wrap, foam sheets, or packing peanuts to prevent internal movement of items.
  • Reused or damaged boxes: Using old, weak, or previously used boxes that may not withstand handling stress.
  • Unstable stacking: Packaging that does not support stacking, leading to deformation and potential damage during transit.

The Merchant must ensure that carton boxes meet durability standards and are appropriately sized for the product. Failure to do so may lead to rejected shipments or invalidated insurance claims.

The Merchant must adhere to Annex 3 (Packaging Policy) to ensure compliance with these standards.

PARCEL SIZE AND DIMENSIONAL WEIGHT

• The maximum parcel size is 40cm x 40cm x 60cm, with a total maximum volume of 50,000 cm³ (10kg).
• The ideal shipment size should not exceed 25cm x 25cm x 25cm for optimal handling and efficiency.
• If a parcel exceeds the size limit, Pathao Parcel will not process the shipment as per Annex 3 guidelines. Merchants must ensure parcels comply with the specified size and weight limits to avoid rejection.
• Dimensional weight calculations: